“Construction and interpretation0.2.

(1)

In these Rules—

“the Act” means the Insolvency Act 1986 (any reference to a numbered section being to a section of that Act);

“the Companies Act” means the Companies Act 1985;

“the Rules” means the Insolvency Rules 1986.

(2)

Subject to paragraph (1), Part 13 of the Rules has effect for their interpretation and application.”.

“The value of members is determined by reference to the number of votes conferred on each member by the company’s articles.”.

“(a)

on any person who has appointed, or is or may be entitled to appoint, an administrative receiver of the company;”.

“Notice to sheriff, etc2.6A.

The petitioner shall forthwith after filing the petition give notice of its presentation to—

(a)

any sheriff or other officer who to his knowledge is charged with an execution or other legal process against the company or its property, and

(b)

any person who to his knowledge has distrained against the company or its property.”.

“(c)

any person who has appointed, or is or may be entitled to appoint, an administrative receiver of the company;”.

“(a)

to any person who has appointed, or is or may be entitled to appoint, an administrative receiver of the company;”.

“Reports and notices under sections 23 and 252.29.

Any report or notice by the administrator of the result of a creditors' meeting held under section 23 or 25 shall have annexed to it details of the proposals which were considered by the meeting and of the revisions and modifications to the proposals which were so considered.”.

“(2)

No person may act as a member of the committee unless and until he has agreed to do so and, unless the relevant proxy or authorisation contains a statement to the contrary, such agreement may be given by his proxy-holder or representative under section 375 of the Companies Act present at the meeting establishing the committee.

(2A)

The administrator’s certificate of the committee’s due constitution shall not issue unless and until at least 3 of the persons who are to be members of the committee have agreed to act.”.

“Formal defects2.46A.

The acts of the creditors' committee established for any administration are valid notwithstanding any defect in the appointment, election or qualifications of any member of the committee or any committee-member’s representative or in the formalities of its establishment.”.

“(7)

Where there are joint administrators, it is for them to agree between themselves as to how the remuneration payable should be apportioned. Any dispute arising between them may be referred—

(a)

to the court, for settlement by order, or

(b)

to the creditors' committee or a meeting of creditors, for settlement by resolution.

(8)

If the administrator is a solicitor and employs his own firm, or any partner in it, to act on behalf of the company, profit costs shall not be paid unless this is authorised by the creditors' committee, the creditors or the court.”.

“Acceptance and confirmation of acceptance of appointment3.1.

(1)

Where two or more persons are appointed as joint receivers or managers of a company’s property under powers contained in an instrument, the acceptance of such an appointment shall be made by each of them in accordance with section 33 as if that person were a sole appointee, but the joint appointment takes effect only when all such persons have so accepted and is then deemed to have been made at the time at which the instrument of appointment was received by or on behalf of all such persons.

(2)

Subject to the next paragraph, where a person is appointed as the sole or joint receiver of a company’s property under powers contained in an instrument, the appointee shall, if he accepts the appointment, within 7 days confirm his acceptance in writing to the person appointing him.

(3)

Paragraph (2) does not apply where an appointment is accepted in writing.

(4)

Any acceptance or confirmation of acceptance of appointment as a receiver or manager of a company’s property, whether under the Act or the Rules, may be given by any person (including, in the case of a joint appointment, any joint appointee) duly authorised for that purpose on behalf of the receiver or manager.

(5)

In confirming acceptance the appointee or person authorised for that purpose shall state—

(a)

the time and date of receipt of the instrument of appointment, and

(b)

the time and date of acceptance.”.

“(2)

No person may act as a member of the committee unless and until he has agreed to do so and, unless the relevant proxy or authorisation contains a statement to the contrary, such agreement may be given by his proxy-holder or representative under section 375 of the Companies Act present at the meeting establishing the committee.

(2A)

The receiver’s certificate of the committee’s due constitution shall not issue unless and until at least 3 of the persons who are to be members of the committee have agreed to act.”.

“Formal defects3.30A.

The acts of the creditors' committee established for any administrative receivership are valid notwithstanding any defect in the appointment, election or qualifications of any member of the committee or any committee-member’s representative or in the formalities of its establishment.”.

“(a)

to the company or, if it is in liquidation, the liquidator, and”,

“Expenses of voluntary arrangement4.21A.

Where a winding-up order is made and there is at the time of the presentation of the petition in force for the company a voluntary arrangement under Part I of the Act, any expenses properly incurred as expenses of the administration of the arrangement in question shall be a first charge on the company’s assets.”.

“Notice of appointment4.25A.

(1)

Where a provisional liquidator has been appointed the court shall forthwith give notice of the fact to the official receiver.

(2)

A copy of that notice shall at the same time be sent by the court to the provisional liquidator where he is not the official receiver.”.

“(3)

Where it is made out by the directors under section 99(1) the statement of affairs shall be delivered by them to the liquidator in office following the creditors' meeting summoned under section 98 forthwith after that meeting has been held; and he shall, within 7 days, deliver it to the registrar of companies.

(4)

A statement of affairs under section 99(1) may be made up to a date not more than 14 days before that on which the resolution for voluntary winding up is passed by the company.”.

“Copy statement of affairs4.34A-CVL.

Where a liquidator is nominated by the company at a general meeting held on a day prior to that on which the creditors' meeting summoned under section 98 is held, the directors shall forthwith after his nomination or the making of the statement of affairs, whichever is the later, deliver to him a copy of the statement of affairs.”.

“(2)

The official receiver shall file in court a copy of any report sent under this Chapter.”.

“Further information where liquidation follows administration4.49A.

Where under section 140 the court appoints as the company’s liquidator a person who was formerly its administrator and that person becomes aware of creditors not formerly known to him in his capacity as administrator, he shall send to those creditors a copy of any statement or report sent by him to creditors under Rule 2.16, so noted as to indicate that it is being sent under this Rule.”.

“Effect of adjournment of company meeting4.53A-CVL.

Where a company meeting at which a resolution for voluntary winding up is to be proposed is adjourned, any resolution passed at a meeting under section 98 held before the holding of the adjourned company meeting only has effect on and from the passing by the company of a resolution for winding up.

Report by director, etc.4.53B-CVL.

(1)

At any meeting held under section 98 where the statement of affairs laid before the meeting does not state the company’s affairs as at the date of the meeting, the directors of the company shall cause to be made to the meeting, either by the director presiding at the meeting or by another person with knowledge of the relevant matters, a report (written or oral) on any material transactions relating to the company occurring between the date of the making of the statement of affairs and that of the meeting.

(2)

Any such report shall be recorded in the minutes of the meeting kept under Rule 4.71.”.

“(3)

The liquidator’s appointment is effective from the date on which the appointment is certified, that date to be endorsed on the certificate.

(4)

The chairman of the meeting (if not himself the official receiver) shall send the certificate to the official receiver.

(5)

The official receiver shall in any case send the certificate to the liquidator and file a copy of it in court.”.

“Power to fill vacancy in office of liquidator4.101A-CVL.

Where a vacancy in the office of liquidator occurs in the manner mentioned in section 104 a meeting of creditors to fill the vacancy may be convened by any creditor or, if there were more liquidators than one, by the continuing liquidators.”.

“(6)

If there is no quorum present at the meeting summoned to receive the liquidator’s resignation, the meeting is deemed to have been held, a resolution is deemed to have been passed that the liquidator’s resignation be accepted and the creditors are deemed not to have resolved against the liquidator having his release.

(7)

Where paragraph (6) applies any reference in the Rules to a resolution that the liquidator’s resignation be accepted is replaced by a reference to the making of a written statement, signed by the person who, had there been a quorum present, would have been chairman of the meeting, that no quorum was present and that the liquidator may resign.”.

“Notice to official receiver of intention to vacate office (NO CVL APPLICATION)4.137.

(1)

Where the liquidator intends to vacate office, whether by resignation or otherwise, he shall give notice of his intention to the official receiver together with notice of any creditors' meeting to be held in respect of his vacation of office, including any meeting to receive his resignation.

(2)

The notice to the official receiver must be given at least 21 days before any such creditors' meeting.

(3)

Where there remains any property of the company which has not been realised, applied, distributed or otherwise fully dealt with in the winding up, the liquidator shall include in his notice to the official receiver details of the nature of that property, its value (or the fact that it has no value), its location, any action taken by the liquidator to deal with that property or any reason for his not dealing with it, and the current position in relation to it.”.

“(3)

Where the liquidator vacates office under section 172(8) (final meeting of creditors), he shall deliver up to the official receiver the company’s books, papers and other records which have not already been disposed of in accordance with general regulations in the course of the liquidation. (NO CVL APPLICATION)”.

“(4A)

If there is no quorum present at the meeting summoned to receive the liquidator’s resignation, the meeting is deemed to have been held.”.

“Remuneration of liquidator in members' voluntary winding up4.148A.

(1)

The liquidator is entitled to receive remuneration for his services as such.

(2)

The remuneration shall be fixed either—

(a)

as a percentage of the value of the assets which are realised or distributed, or of the one value and the other in combination, or

(b)

by reference to the time properly given by the insolvency practitioner (as liquidator) and his staff in attending to matters arising in the winding up;

and the company in general meeting shall determine whether the remuneration is to be fixed under subparagraph (a) or (b) and, if under subparagraph (a), the percentage to be applied as there mentioned.

(3)

In arriving at that determination the company in general meeting shall have regard to the matters set out in paragraph (4) of Rule 4.127.

(4)

If not fixed as above, the liquidator’s remuneration shall be in accordance with the scale laid down for the official receiver by general regulations.

(5)

Rule 4.128 shall apply in relation to the remuneration of the liquidator in respect of the matters there mentioned and for this purpose references in that Rule to “the liquidation committee” and “a meeting of creditors” shall be read as references to the company in general meeting.

(6)

If the liquidator considers that the remuneration fixed for him by the company in general meeting, or as under paragraph (4), is insufficient, he may apply to the court for an order increasing its amount or rate.

(7)

The liquidator shall give at least 14 days' notice of an application under paragraph (6) to the company’s contributories, or such one or more of them as the court may direct, and the contributories may nominate any one or more of their number to appear or be represented.

(8)

The court may, if it appears to be a proper case, order the costs of the liquidator’s application, including the costs of any contributory appearing or being represented on it, to be paid out of the assets.”.

“(3)

No person may act as a member of the committee unless and until he has agreed to do so and, unless the relevant proxy or authorisation contains a statement to the contrary, such agreement may be given by his proxy-holder or representative under section 375 of the Companies Act present at the meeting establishing the committee.

(3A)

The liquidator’s certificate of the committee’s due constitution shall not issue before the minimum number of persons (in accordance with Rule 4.152) who are to be members of the committee have agreed to act.”.

“Formal defects4.172A.

The acts of the liquidation committee established for any winding up are valid notwithstanding any defect in the appointment, election or qualifications of any member of the committee or any committee-member’s representative or in the formalities of its establishment.”.

“(2)

Paragraph (1) applies whether or not the company is unable to pay its debts.”.

“Distribution in members' voluntary winding up (NO CVL APPLICATION)4.182A.

(1)

In a members' voluntary winding up the liquidator may give notice in such newspaper as he considers most appropriate for the purpose of drawing the matter to the attention of the company’s creditors that he intends to make a distribution to creditors.

(2)

The notice shall specify a date (“the last date for proving”) up to which proofs may be lodged. The date shall be the same for all creditors and not less than 21 days from that of the notice.

(3)

The liquidator is not obliged to deal with proofs lodged after the last date for proving; but he may do so, if he thinks fit.

(4)

A creditor who has not proved his debt before the last date for proving or after that date increases the claim in his proof is not entitled to disturb, by reason that he has not participated in it, either at all or, as the case may be, to the extent that his increased claim would allow, that distribution or any other distribution made before his debt was proved or his claim increased; but when he has proved his debt or, as the case may be, increased his claim, he is entitled to be paid, out of any money for the time being available for the payment of any further distribution, any distribution or distributions which he has failed to receive.

(5)

Where the distribution proposed to be made is to be the only or the final distribution in that winding up, the liquidator may, subject to paragraph (6), make that distribution without regard to the claim of any person in respect of a debt not already proved.

(6)

Where the distribution proposed to be made is one specified in paragraph (5), the notice given under paragraph (1) shall state the effect of paragraph (5).”.

(c)

apply to all windings up to which section 216 applies, whether or not the winding up commenced before the coming into force of the Rules”.

“Second excepted case4.229.

(1)

Where a person to whom section 216 applies as having been a director or shadow director of the liquidating company applies for leave of the court under that section not later than 7 days from the date on which the company went into liquidation, he may, during the period specified in paragraph (2) below, act in any of the ways mentioned in section 216(3), notwithstanding that he has not the leave of the court under that section.

(2)

The period referred to in paragraph (1) begins with the day on which the company goes into liquidation and ends either on the day falling six weeks after that date or on the day on which the court disposes of the application for leave under section 216, whichever of those days occurs first.”.

“(iii)

in Case 1 whether, to the debtor’s knowledge, claims have been made under section 339 (transactions at an undervalue), section 340 (preferences) or section 343 (extortionate credit transactions), or there are circumstances giving rise to the possibility of such claims, and in Case 2 whether there are circumstances which would give rise to the possibility of such claims in the event that he should be adjudged bankrupt,”.

“Court in which application to be made5.5A.

(1)

Except in the case of a bankrupt, an application to the court under Part VIII of the Act shall be made to a court in which the debtor would be entitled to present his own petition in bankruptcy under Rule 6.40.

(2)

The application shall contain sufficient information to establish that it is brought in the appropriate court.

(3)

In the case of a bankrupt such an application shall be made to the court having the conduct of his bankruptcy and shall be filed with those bankruptcy proceedings.”.

“(4A)

Notwithstanding any other provision of this Rule, where there is in force for the debtor a voluntary arrangement under Part VIII of the Act, the petition shall be presented to the court to which the nominee’s report under section 256 was submitted.”.

“(4)

If to the petitioner’s knowledge there is in force for the debtor a voluntary arrangement under Part VIII of the Act, and the petitioner is not himself the supervisor of the arrangement, a copy of the petition shall be sent by him to the supervisor.”.

“(3)

If there is at the date of the petition in force for the debtor a voluntary arrangement under Part VIII of the Act, the particulars required by paragraph (2) above shall contain a statement to that effect and the name and address of the supervisor of the arrangement.”.

“(3)

If, in a case not falling within paragraph (1), it is more expedient for the debtor with a view to expediting his petition—

(a)

it may in any case be presented to whichever court is specified by Schedule 2 to the Rules as being, in relation to the debtor’s own court, the nearest full-time court, and

(b)

it may alternatively, in a case falling within paragraph (2)(b), be presented to the court for the insolvency district in which he has resided for the greater part of the 6 months there referred to.

(3A)

Notwithstanding any other provision of this Rule, where there is in force for the debtor a voluntary arrangement under Part VIII of the Act the petition shall be presented to the court to which the nominee’s report under section 256 was submitted.” .

“Expenses of voluntary arrangement6.46A.

Where a bankruptcy order is made on a debtor’s petition and there is at the time of the petition in force for the debtor a voluntary arrangement under Part VIII of the Act, any expenses properly incurred as expenses of the administration of the arrangement in question shall be a first charge on the bankrupt’s estate.”.

“(2)

The official receiver shall file in court a copy of any report sent under this Chapter.”.

“(3)

The trustee’s appointment is effective from the date on which the appointment is certified, that date to be endorsed on the certificate.

(4)

The chairman of the meeting (if not himself the official receiver) shall send the certificate to the official receiver.

(5)

The official receiver shall in any case send the certificate to the trustee and file a copy of it in court.”.

“(5)

If there is no quorum present at the meeting summoned to receive the trustee’s resignation, the meeting is deemed to have been held, a resolution is deemed to have been passed that the trustee’s resignation be accepted and the creditors are deemed not to have resolved against the trustee having his release.

(6)

Where paragraph (5) applies any reference in the Rules to a resolution that the trustee’s resignation be accepted is replaced by a reference to the making of a written statement, signed by the person who, had there been a quorum present, would have been chairman of the meeting, that no quorum was present and that the trustee may resign.”.

“Notice to official receiver of intention to vacate office6.145.

(1)

Where the trustee intends to vacate office, whether by resignation or otherwise, he shall give notice of his intention to the official receiver together with notice of any creditors' meeting to be held in respect of his vacation of office, including any meeting to receive his resignation.

(2)

The notice to the official receiver must be given at least 21 days before any such creditors' meeting.

(3)

Where there remains in the bankrupt’s estate any property which has not been realised, applied, distributed or otherwise fully dealt with in the bankruptcy, the trustee shall include in his notice to the official receiver details of the nature of that property, its value (or the fact that it has no value), its location, any action taken by the trustee to deal with that property or any reason for his not dealing with it, and the current position in relation to it.”.

“(3)

No person may act as a member of the committee unless and until he has agreed to do so and, unless the relevant proxy contains a statement to the contrary, such agreement may be given by his proxy-holder present at the meeting establishing the committee.

(3A)

The trustee’s certificate of the committee’s due constitution shall not issue before at least 3 persons elected to be members of the committee have agreed to act.”.

“(7)

A notice or copy notice to be served on any person under the age of 18 in relation to the disclaimer of property in a dwelling-house is sufficiently served if sent or given to the parent or guardian of that person.”.

“(2)

Except in relation to an application for an order staying all or any part of the proceedings in the bankruptcy, application for an order under this Rule may be made ex parte.

(3)

Where application is made under this Rule for an order staying all or any part of the proceedings in the bankruptcy, the applicant shall send copies of the application to the official receiver and (if other) the trustee in sufficient time to enable them to be present at the hearing and (if they wish to do so) make representations.

(4)

Where the court makes an order under this Rule staying all or any part of the proceedings in the bankruptcy, the rules in this Chapter nevertheless continue to apply to any application for, or other matters in connection with, the annulment of the bankruptcy order.

(5)

If the court makes an order under this Rule, it shall send copies of the order to the applicant, the official receiver and (if other) the trustee.”.

“Annulment under section 2616.212A.

Rules 6.206 to 6.212 apply to an application for annulment under section 261 as they apply to such an application under section 282(1)(a).”.

“(4)

In criminal bankruptcy, forms of proof shall be sent out by the official receiver within 12 weeks from the making of the bankruptcy order, to every creditor who is known to him, or is identified in the bankrupt’s statement of affairs.”.

“(d)

indicate, by reference to any, or the total, amount which is payable otherwise than to the bankrupt out of the estate and of interest on that amount, how the amount of the charge to be imposed is to be ascertained;”, and

“(f)

identify when any property charged under section 313 shall cease to be comprised in the bankrupt’s estate and, subject to the charge (and any prior charge), to vest in the bankrupt.”.

“(6)

Where costs have been incurred in insolvency proceedings in the High Court and those proceedings are subsequently transferred to a county court, all costs of those proceedings directed by the court or otherwise required to be taxed may nevertheless, on the application of the person who incurred the costs, be ordered to be taxed in the High Court.”.

“(4)

Where a proxy directs a proxy-holder to vote for or against a resolution for the nomination or appointment of a person as the responsible insolvency practitioner, the proxy-holder may, unless the proxy states otherwise, vote for or against (as he thinks fit) any resolution for the nomination or appointment of that person jointly with another or others.

(5)

A proxy-holder may propose any resolution which, if proposed by another, would be a resolution in favour of which by virtue of the proxy he would be entitled to vote.

(6)

Where a proxy gives specific directions as to voting, this does not, unless the proxy states otherwise, preclude the proxy-holder from voting at his discretion on resolutions put to the meeting which are not dealt with in the proxy.”.

“(3)

Nothing in this Rule requires the authority of a person to sign a proxy on behalf of a principal which is a corporation to be in the form of a resolution of that corporation.”.

“Quorum at meeting of creditors or contributories12.4A.

(1)

Any meeting of creditors or contributories in insolvency proceedings is competent to act if a quorum is present.

(2)

Subject to the next paragraph, a quorum is—

(a)

in the case of a creditors' meeting, at least one creditor entitled to vote;

(b)

in the case of a meeting of contributories, at least 2 contributories so entitled, or all the contributories, if their number does not exceed 2.

(3)

For the purposes of this Rule, the reference to the creditor or contributories necessary to constitute a quorum is to those persons present or represented by proxy by any person (including the chairman) and in the case of any proceedings under Parts I—VII of the Act includes persons duly represented under section 375 of the Companies Act.

(4)

Where at any meeting of creditors or contributories—

(a)

the provisions of this Rule as to a quorum being present are satisfied by the attendance of—

(i)

the chairman alone, or

(ii)

one other person in addition to the chairman, and

(b)

the chairman is aware, by virtue of proofs and proxies received or otherwise, that one or more additional persons would, if attending, be entitled to vote,

the meeting shall not commence until at least the expiry of 15 minutes after the time appointed for its commencement.”.

“(3)

Where any form contained in Schedule 4 is substantially the same as one used for a corresponding purpose under either—

(a)

the law and practice obtaining before the coming into force of the Rules; or

(b)

if the form was first required to be used after the coming into force of the Rules, the law and practice obtaining before the making of the requirement,

whichever shall be appropriate in any case, the latter may continue to be used (with the necessary modifications) until 1 March 1988.”.

“(1A)

A document to be served by post may be sent to the last known address of the person to be served.”.

“(4)

Nothing in this Rule entitles the insolvency practitioner to decline to allow the inspection of any proof or proxy.”.

“Charge for copy documents12.15A.

Where the responsible insolvency practitioner or the official receiver is requested by a creditor, member, contributory or member of a liquidation or creditors' committee to supply copies of any documents he is entitled to require the payment of the appropriate fee in respect of the supply of the documents.”.

“(1)

“Business day” has the same meaning as in section 251 of the Act except in Rules 1.7, 4.10, 4.11, 4.16, 4.20, 5.10 and 6.23, where, if the court is the High Court, it has the same meaning as is given in Order 65, Rule 5(4) of the Rules of the Supreme Court, and, in relation to a county court, it means any day on which the court office is open in accordance with Order 2, Rule 2 of the County Court Rules.”.